DBS Advantage SUBSCRIPTION RETENTION AGREEMENT

This Subscription Retention Agreement (the "Agreement") is entered into as of this date (the "Effective Date"), by and between Dental Biz Solutions LLC d/b/a Dental Business Solutions ("DBS"), and the practicing dental entity identified in the signature block below ("Client"). DBS and Client may collectively be referred to as the "Parties."

DBS provides an on-demand subscription consulting infrastructure designed to deliver professional business guidance, HR oversight, regulatory compliance strategies, and operational growth advisory services tailored specifically to dental practices.

To ensure the stability of the subscription framework and avoid short-term, transactional usage of advisory resources, this Agreement requires a mandatory minimum twelve (12) month commitment starting from the Effective Date. Following the expiration of the initial twelve-month term, this Agreement shall automatically renew on a month-to-month basis under the same terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

1. Monthly Automatic Billing: Subscription fees shall be billed automatically via Zelle or ACH authorization on the 1st day of every calendar month. Past due balances exceeding ten (10) business days will result in the immediate, temporary suspension of hotline access and Resource Vault privileges.
2. "Out-of-Network" Scope Limitations: Subscription plans are exclusively built around foundational, day-to-day advisory tasks (e.g., advising on how to handle a toxic employee, reviewing an incoming associate contract offer letter, or analyzing a PPO fee schedule). Complex operational initiatives constitute "Out-of-Network" services and require separate, standalone project fee agreements. Out-of-network items explicitly include, but are not limited to: full formal practice valuations, dedicated on-site team training days, and full-scale dental practice transitions.

DBS performs all services as an independent contractor, and nothing contained herein shall be interpreted to build an employer-employee relationship, joint venture, or partnership. DBS's employees or agents, if any, who perform services for Client under this Agreement shall be strictly bound by all provisions, limitations, and confidentiality restrictions of this Agreement.

DBS holds and retains all standard proprietary interests, rights, and titles in the intellectual property utilized to execute services under this Agreement—including standard operational guidelines, scripts, spreadsheets, and document vault templates. Client is granted a non-exclusive, non-transferable license to utilize these materials strictly for internal operations during an active subscription period. Any customized operational protocols or frameworks created specifically for Client's practice shall become the property of Client, provided all subscription financial obligations are fully satisfied.

1. Scope of Confidential Information: "Confidential Information" means any technical or non-technical business metrics disclosed between the Parties, including but not limited to: (i) clinical processes, proprietary configurations, or software architecture; (ii) strategic metrics, trade secrets, employee details, patient counts, clinical software data, or pricing; and (iii) third-party data provided under reasonable context of security.
2. Obligations of Secrecy: Both Parties agree to hold all Confidential Information in strict confidence and apply at least the same degree of care utilized to guard their own proprietary operations. Confidential Information shall not be distributed, duplicated, or broadcast to external third parties without explicit prior written consent, unless required by statutory legal mandates.

DBS’s operational duties under this subscription model are built around professional consulting relationships and may not be assigned, delegated, or transferred to external corporate entities without the prior written consent of Client. In no event shall either party be liable to the other for special, incidental, punitive, or consequential damages arising out of operational interruptions or communication responses executed within the scope of this subscription.